TWENTY-FIRST CENTURY FOX, INC. (Form: 8-K, Received: 07/11/2018 06:13:07)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 11, 2018

Twenty-First Century Fox, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-32352

26-0075658

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1211 Avenue of the Americas,

New York, New York

10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 212-852-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Bridge Credit Agreement Amendment

To provide additional financing in connection with the increased offer for Sky plc (“Sky”), on July 11, 2018, Twenty-First Century Fox, Inc. (“21CF” or the “Company”) and its wholly owned subsidiary 21st Century Fox America, Inc. (“21CFA”) entered into the First Amendment to Bridge Credit Agreement (the “Amendment”) with respect to the Bridge Credit Agreement (as amended by the Amendment, the “Credit Agreement”) with, inter alios, the lenders under the Credit Agreement party thereto and J.P. Morgan Europe Limited as designated agent. The Amendment provides for an increase of available borrowings under a tranche of loans with a maturity date of 364 calendar days following the date on which the lenders are required to fund the loans from £7.70 billion to £10.825 billion. The Amendment also incorporates references to the revised terms of the offer for Sky by the Company as set out in the UK Announcement (as described below).

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Consent and Reimbursement Agreement

In connection with the Amendment, on July 11, 2018, the Company entered into a letter agreement (the “Consent and Reimbursement Agreement”) with The Walt Disney Company, a Delaware corporation (“Disney”), pursuant to which Disney (i) consented to entry into the Amendment and the incurrence under the Credit Agreement of up to an aggregate principal amount of £15.325 billion of indebtedness (the “Sky Debt”) for the purposes of financing the Acquisition (as defined below) and (ii) agreed, in certain circumstances described below, to reimburse the Company in an amount (the “Reimbursement Fee”) equal to (1) (x) the number of shares of Sky that the Company and its affiliates acquire in the Acquisition, multiplied by (y) the amount by which the per share cash consideration paid by the Company in the Acquisition exceeds £13.00 per share and is less than or equal to £14.00 per share (the amount referred to in this clause (1), the “Principal Amount”), plus (2) interest and fees on such Principal Amount, which interest shall accrue at a rate per annum equal to the interest rate applicable to the Sky Debt from the date on which the Acquisition is consummated until the date on which the Reimbursement Fee is paid to the Company by Disney. The Reimbursement Fee is payable by Disney to the Company if (1) any of the following occurs: (x) the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018 (as amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), among the Company, Disney, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc., and WDC Merger Enterprises II, Inc. is terminated in a circumstance in which Disney is obligated to pay the Parent Regulatory Termination Fee (as defined in the Merger Agreement), (y) a Parent Superior Proposal Termination (as defined in the Merger Agreement), or (z) the Merger Agreement is terminated by the Company because the Board of Directors of Disney made a Parent Change in Recommendation (as defined in the Merger Agreement) and (2) at the time of such termination, the Company has consummated the Acquisition. The foregoing description of the Consent and Reimbursement Agreement is a summary and is qualified in its entirety by reference to the Consent and Reimbursement Agreement, a copy of which is attached hereto as Exhibit 10.2 and which is incorporated herein by reference.

Amendment to the Surviving Provisions of the Co-Operation Agreement

On December 15, 2016, the Company entered into a co-operation agreement with Sky (the “Co-Operation Agreement”) pursuant to which the Company and Sky agreed to take certain steps to facilitate completion of the Company’s acquisition of the fully diluted share capital of Sky which it and its affiliates do not already own (the “Original Sky Transaction”). On April 25, 2018, Sky informed the Company that the Independent Committee (as defined in the Co-Operation Agreement) of Sky had withdrawn its recommendation of the Original Sky Transaction. Following such withdrawal of the recommendation, the Co-Operation Agreement was terminated (the “Termination”), but certain provisions of the Co-Operation Agreement survived the Termination. On July 11, 2018, the Company and Sky agreed to amend the surviving provisions of the Co-Operation Agreement (the “Amendment Agreement in Relation to Surviving Provisions of the Co-Operation Agreement”) including, but not limited to, those provisions regarding the Company switching from a scheme of arrangement to a Takeover Offer (as that term is defined in the UK Companies Act) as the method of implementing an acquisition by the Company for the fully diluted share capital of Sky, which it and its affiliates do not already own, such that the restrictions on the acceptance condition for a Takeover Offer by the Company have

been terminated and the Company may reduce the minimum acceptance condition of a contractual offer from a majority of the shares of Sky held by Unaffiliated Sky Shareholders (as defined in the UK Announcement) to a simple majority of all shares of Sky (including those held by the Company and its affiliates). The Amendment Agreement in Relation to Surviving Provisions of the Co-Operation Agreement also provides that the Company may bring forward or extend the last possible date for announcing that its offer is unconditional as to acceptances so that it is the same that of any competing bidder for Sky.

The foregoing summary of the Amendment Agreement in Relation to Surviving Provisions of the Co-Operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment Agreement in Relation to Surviving Provisions of the Co-Operation Agreement which is attached as Exhibit 2.1 to this Current Report on Form 8-K.

ITEM 8.01

OTHER EVENTS

On July 11, 2018, the Company issued an announcement (the “UK Announcement”) disclosing the terms of an increased offer (the “Offer”) by the Company to acquire the fully diluted share capital of Sky which it and its affiliates do not already own at a price of £14.00 per share, payable in cash, which may be reduced if certain dividends or other distributions are paid by Sky (the “Acquisition”), as further described in the UK Announcement, which is attached hereto as Exhibit 99.1, as well as a press release related to the Offer, which is attached hereto as Exhibit 99.2.

It is intended that the Acquisition will be implemented by means of a scheme of arrangement under the UK Companies Act. However, the Company reserves the right to implement the Acquisition by way of a Takeover Offer, subject to the consent of the UK Panel on Takeovers and Mergers and the surviving terms of the Co-Operation Agreement (as amended on July 11, 2018).

The Acquisition will be subject to the satisfaction (or waiver) of certain conditions, including the sanction of the scheme of arrangement to implement the Acquisition by the High Court of Justice of England and Wales and the approval of Sky’s shareholders. The conditions to the Acquisition are referred to in the UK Announcement.

The foregoing summary of the UK Announcement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the UK Announcement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Important Information About the Transaction and Where to Find It

In connection with the proposed transaction among The Walt Disney Company (“Disney”) and Twenty-First Century Fox, Inc. (“21CF”) and TWDC Holdco 613 Corp. (“New Disney”), New Disney has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (File No. 333-225850) (as amended, the “Form S-4”), which was declared effective by the SEC on June 28, 2018. The Form S-4 includes an updated joint proxy statement of Disney and 21CF and also constitutes a prospectus of New Disney (the “updated joint proxy statement/prospectus”). The updated joint proxy statement/prospectus was mailed to the respective stockholders of Disney and 21CF on or about June 28, 2018. This updated joint proxy statement/prospectus replaces the definitive joint proxy statement/prospectus which Disney and 21CF previously filed with the SEC on May 24, 2018 and mailed to their respective stockholders on or about June 1, 2018 (the “original joint proxy statement/prospectus”). 21CF will file with the SEC a registration statement for a newly formed subsidiary (“New Fox”), which is contemplated to own certain assets and businesses of 21CF not being acquired by Disney in connection with the proposed transaction. 21CF, Disney and New Disney may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the Form S-4, the updated joint proxy statement/prospectus or the registration statement of New Fox or any other document which 21CF, Disney or New Disney may file with the SEC. INVESTORS AND SECURITY HOLDERS OF 21CF AND DISNEY ARE URGED TO READ THE REGISTRATION STATEMENTS, THE UPDATED JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED

MATTERS. Investors and security holders may obtain free copies of the registration statements and the updated joint proxy statement/prospectus and, when available, other documents filed with the SEC by 21CF, Disney and New Disney through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of:


		21CF		Disney
		1211 Avenue of Americas		c/o Broadridge Corporate Issuer Solutions
		New York, NY 10036		P.O. Box 1342
		Attention: Investor Relations		Brentwood, NY 11717
		1 (212) 852 7059		Attention: Disney Shareholder Services
		Investor@21CF.com		1 (855) 553 4763

Participants in the Solicitation

21CF, Disney, New Disney and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding 21CF’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in 21CF’s Annual Report on Form 10-K for the year ended June 30, 2017 and its proxy statement filed on September 28, 2017, which are filed with the SEC. Information regarding Disney’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in Disney’s Annual Report on Form 10-K for the year ended September 30, 2017 and its proxy statement filed on January 12, 2018, which are filed with the SEC. A more complete description is available in the registration statement on Form S-4 and the updated joint proxy statement/prospectus, and will be available in the registration statement of New Fox.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Notes on Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all, (ii) the required regulatory approvals are not obtained, or that in order to obtain such regulatory approvals, conditions are imposed that adversely affect the anticipated benefits from the proposed transaction or cause the

parties to abandon the proposed transaction, (iii) the risk that a condition to closing of the transaction may not be satisfied (including, but not limited to, the receipt of legal opinions with respect to the treatment of certain aspects of the transaction under U.S. and Australian tax laws), (iv) the risk that the anticipated tax treatment of the transaction is not obtained, (v) an increase or decrease in the anticipated transaction taxes (including due to any changes to tax legislation and its impact on tax rates (and the timing of the effectiveness of any such changes)) to be paid in connection with the separation prior to the closing of the transactions could cause an adjustment to the number of New Disney shares and the cash amount to be paid to holders of 21CF’s common stock, (vi) potential litigation relating to the proposed transaction that could be instituted against 21CF, Disney or their respective directors, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (ix) negative effects of the announcement or the consummation of the transaction on the market price of 21CF’s common stock, Disney’s common stock and/or New Disney’s common stock, (x) risks relating to the value of the New Disney shares to be issued in the transaction and uncertainty as to the long-term value of New Disney’s common stock, (xi) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of New Disney’s operations after the consummation of the transaction and on the other conditions to the completion of the merger, (xii) the risks and costs associated with, and the ability of New Disney to, integrate the businesses successfully and to achieve anticipated synergies, (xiii) the risk that disruptions from the proposed transaction will harm 21CF’s or Disney’s business, including current plans and operations, (xiv) the ability of 21CF or Disney to retain and hire key personnel, (xv) adverse legal and regulatory developments or determinations or adverse changes in, or interpretations of, U.S., Australian or other foreign laws, rules or regulations, including tax laws, rules and regulations, that could delay or prevent completion of the proposed transactions or cause the terms of the proposed transactions to be modified, (xvi) the ability of the parties to obtain or consummate financing or refinancing related to the transactions upon acceptable terms or at all, (xvii) the risk that New Fox, as a new company that currently has no credit rating, will not have access to the capital markets on acceptable terms, (xviii) the risk that New Fox may be unable to achieve some or all of the benefits that 21CF expects New Fox to achieve as an independent, publicly-traded company, (xix) the risk that New Fox may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while still a part of 21CF, (xx) the risk that New Fox will incur significant indebtedness in connection with the separation and distribution, and the degree to which it will be leveraged following completion of the distribution may materially and adversely affect its business, financial condition and results of operations, (xxi) as well as management’s response to any of the aforementioned factors.

These risks, as well as other risks associated with the proposed transactions, are more fully discussed in the updated joint proxy statement/prospectus included in the Form S-4, and will be more fully discussed in the registration statement that will be filed with respect to New Fox. While the list of factors presented here and in the updated joint proxy statement/prospectus included in the Form S-4 are, and the list of factors presented in the registration statement of New Fox will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on 21CF’s, Disney’s or New Disney’s consolidated financial condition, results of operations, credit rating or liquidity. Neither 21CF, Disney nor New Disney assume any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


Exhibit Number		Description

2.1		Amendment Agreement in Relation to Surviving Provisions of the Co-Operation Agreement between Twenty-First Century Fox, Inc. and Sky plc, dated July 11, 2018

10.1		First Amendment to Bridge Credit Agreement, dated as of July 11, 2018, in respect of the Bridge Credit Agreement, dated as of December 15, 2016, among 21st Century Fox America, Inc., Twenty-First Century Fox, Inc., J.P. Morgan Europe Limited, as designated agent, and the lending institutions party thereto

10.2		Consent and Reimbursement Agreement by and between Twenty-First Century Fox, Inc. and The Walt Disney Company, a Delaware corporation, dated as of July 11, 2018

99.1		UK Announcement by Twenty-First Century Fox, Inc. of its increased offer for Sky, dated July 11, 2018

99.2		Press Release of Twenty-First Century Fox, Inc., dated July 11, 2018

EXHIBIT INDEX


Exhibit No.		Description

2.1		Amendment Agreement in Relation to Surviving Provisions of the Co-Operation Agreement between Twenty-First Century Fox, Inc. and Sky plc, dated July 11, 2018

10.1		First Amendment to Bridge Credit Agreement, dated as of July 11, 2018, in respect of the Bridge Credit Agreement, dated as of December 15, 2016, among 21st Century Fox America, Inc., Twenty-First Century Fox, Inc., J.P. Morgan Europe Limited, as designated agent, and the lending institutions party thereto

10.2		Consent and Reimbursement Agreement by and between Twenty-First Century Fox, Inc. and The Walt Disney Company, a Delaware corporation, dated as of July 11, 2018

99.1		UK Announcement by Twenty-First Century Fox, Inc. of its increased offer for Sky, dated July 11, 2018

99.2		Press Release of Twenty-First Century Fox, Inc., dated July 11, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


TWENTY-FIRST CENTURY FOX, INC.

By:		/s/ Janet Nova
		Janet Nova
		Executive Vice President and Deputy
		Group General Counsel

Dated: July 11, 2018

Exhibit 2.1

LOGO

11 July 2018

TWENTY-FIRST CENTURY FOX, INC.

and

SKY PLC

AMENDMENT AGREEMENT IN RELATION TO

SURVIVING PROVISIONS OF THE CO-

OPERATION AGREEMENT

Herbert Smith Freehills LLP

AMENDMENT TO THE SURVIVING PROVISIONS OF THE CO-OPERATION AGREEMENT

THIS DEED is made on 11 July 2018

BETWEEN:

(1)	TWENTY-FIRST CENTURY FOX, INC., a Delaware corporation whose principal place of business is at 1211 Avenue of the Americas, New York, New York 10036, USA ( “Fox” ); and

(2)	SKY PLC, a company incorporated in England and Wales (registered number 02247735) and whose registered office is at Grant Way, Isleworth, Middlesex TW7 5QD ( “Sky” ),

together referred to as the “Parties” and each as a “Party” .

RECITALS:

(A)	The Parties entered into a co-operation agreement on 15 December 2016 (the “Co-operation Agreement” ) to facilitate Fox’s proposed acquisition of the entire issued and to be issued share capital of Sky not already owned by Fox or its affiliates.

(B)	Sky terminated the Co-operation Agreement on 25 April 2018 pursuant to clause 10.1(b)(ii) of the Co-operation Agreement.

(C)	Pursuant to clauses 10.3 and 10.4 of the Co-operation Agreement certain clauses survive termination of the Co-operation Agreement. The Parties have agreed to enter into this Deed to terminate and amend certain surviving clauses.

IT IS AGREED as follows:

1.	INTERPRETATION

Terms defined in the Recitals to this Deed shall apply throughout. In addition, in this Deed each of the following words and expressions has the following meanings:

“ Announcement ” means the announcement of a recommended cash offer for Sky by Fox at a price of £14 per share in Sky, issued pursuant to Rule 2.7 of the City Code on Takeovers and Mergers, in substantially the form set out in Schedule 1 to this Deed; and

“ Regulatory Information Service ” means a regulatory information service as defined in the FCA’s Handbook of rules and guidance as amended from time to time.

2.	EFFECTIVENESS

This Deed shall be effective conditional on the release of the Announcement via a Regulatory Information Service at or before 1:00 p.m. on the date of this Deed, or such later time and date as the Parties may agree.

3.	TERMINATION AND AMENDMENT

3.1	Clause 6.2(a) of the Co-operation Agreement is hereby terminated and shall be of no further force or effect.

3.2	Clause 6.2(b) of the Co-operation Agreement shall be deleted in its entirety and the following shall be inserted as a new clause 6.2(b):

“Fox shall not take any action which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and Fox shall ensure that the Offer remains open until such time, save that:

(i)

such 60th day may be brought forward to no earlier than the 21st day after publication of the Offer Document if Fox reasonably considers that this is necessary in order to implement the Offer within the remaining period of Fox’s available financing; and/or

(ii)

Fox may bring forward or extend such 60 ^th day in order for such date to be the same date as “Day 60” of any competing bidder for Sky in accordance with Rule 31.6 of the Code and the Notes thereon (subject to other relevant provisions of the Code); and”

3.3	Clause 10.4(b) of the Co-operation Agreement shall be deleted in its entirety and the following shall be inserted as a new clause 10.4(b) and 10.4(c):

“(b)

clauses 8 and 9 shall survive termination for so long as the Offer has not lapsed or the Scheme has not been withdrawn (as applicable); and

(c)

if Fox or Bidco elects to make an Offer in accordance with clause 6, clause 3 shall survive termination but only to the extent it imposes obligations on Sky and for so long as the Offer has not lapsed.”

4.	CONTINUATION

4.1

Subject to clause 4.2 of this Deed, this Deed shall not affect the surviving clauses of the Co-operation Agreement that are not expressly terminated or amended pursuant to clause 3 of this Deed (including, without limitation, clauses 2.3 and 6.2(c) of the Co-operation Agreement) and such surviving clauses shall continue in full force and effect.

4.2	References in the surviving clauses of the Co-operation Agreement to ‘clause 6’ or ‘clause 10’ of the Co-operation Agreement shall be construed as being to clause 6 or clause 10 as amended by this Deed.

5.	FURTHER ASSURANCES

Each of the Parties agrees to perform (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents, as may be required by law or as may be necessary to implement and/or give effect to this Deed.

6.	COUNTERPARTS

This Deed may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one instrument.

7.	GOVERNING LAW AND JURISDICTION

7.1	This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

7.2

The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to any non-contractual obligations arising out of or in connection with this Deed) and the Parties submit to the exclusive jurisdiction of the English courts.

7.3	Fox irrevocably appoints Twentieth Century Fox International Limited of 31-32 Soho Square, London W1D 3AP as its agent in England for service of process.

7.4	The Parties waive any objection to the English courts on grounds that they are an inconvenient or inappropriate forum to settle any such dispute.

In witness whereof this Deed has been duly executed as a deed and delivered on the date first stated above.



Executed as a Deed by				/s/ Janet Nova
TWENTY-FIRST CENTURY FOX, INC. acting by				(Signature of authorised signatory)

Janet Nova

(Name of authorised signatory)

in the presence of

Jordan Fasbender

(Name of witness)

1211 Avenue of the Americas

New York, NY 10036

(Address of witness)

/s/ Jordan Fasbender

(Signature of witness)



Executed as a Deed on behalf of SKY PLC by its attorney				/s/ Christopher Taylor
CHRISTOPHER TAYLOR				(Signature of attorney for Sky plc)
in the presence of

Ben Matthews

(Name of witness)

C/O Grant Way

Isleworth

Middlesex, TW7 5QD

(Address of witness)

/s/ Ben Matthews

(Signature of witness)

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO

BRIDGE CREDIT AGREEMENT

This FIRST AMENDMENT TO BRIDGE CREDIT AGREEMENT, dated as of July 11, 2018 (this “ Amendment ”), among 21st Century Fox America, Inc., a Delaware corporation (the “ Borrower ”), Twenty-First Century Fox, Inc., a Delaware corporation (the “ Parent Guarantor ”) and the Lenders under the Credit Agreement (each as defined below) party hereto amends the Bridge Credit Agreement, dated as of December 15, 2016 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including all Schedules and Exhibits thereto, the “ Credit Agreement ”) by and among, inter alios , the Borrower, the Parent Guarantor, the lenders party thereto from time to time (hereinafter collectively referred to as the “ Lenders ”), and J.P. Morgan Europe Limited, as designated agent (the “ Designated Agent ”).

W I T N E S S E T H :

WHEREAS , the Borrower has appointed each of Goldman Sachs Bank USA, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A. to act as joint lead arranger and joint bookrunner with respect to the Amendment (each a “ First Amendment Arranger ” and, collectively, the “ First Amendment Arrangers ”) and each First Amendment Arranger has agreed to act in such roles;

WHEREAS , the Borrower, the Parent Guarantor and the Lenders party hereto constituting the Required Lenders wish to amend the Credit Agreement as set forth herein;

WHEREAS , the Borrower and the Parent Guarantor have requested that certain of the Lenders (such Lenders, the “ Additional Lenders ”) provide additional Tranche 1 Commitments in an aggregate principal amount of £3,125,000,000 (the “ Additional Tranche 1 Commitments ”), which shall be available starting on the First Amendment Effective Date (as defined below) and structured as an increase in the principal amount of Tranche 1 Commitments under the Credit Agreement; and

WHEREAS , each Additional Lender has agreed on a several and not joint basis to provide Additional Tranche 1 Commitments in the aggregate principal amount set forth opposite its name on Schedule I hereto subject to the terms and conditions set forth in this Amendment.

NOW THEREFORE , in consideration of the foregoing recital, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Parent Guarantor and the Lenders party hereto hereby agree as follows:

Section 1. Defined Terms . All capitalized terms used but not defined in this Amendment shall have the respective meanings specified in the Credit Agreement.

Section 2. Amendments to the Credit Agreement . Subject to the satisfaction of the conditions set forth in Section 4 of this Amendment, the following amendments shall be made to the Credit Agreement:

(a) Amended Definitions. The below definitions as set forth in Section 1.01 of the Credit Agreement are amended as follows:

(i) The definition of “Fee and Syndication Letter” is amended and restated in its entirety as follows:

““ Fee and Syndication Letter ” means a collective reference to (a) that certain Fee

and Syndication Letter, dated as of December 15, 2016, by and among the Borrower, the Agents and the Initial Lenders and (b) that certain Supplemental Fee and Syndication Letter, dated as of the First Amendment Effective Date, by and among the Borrower, the Agents and the Additional Lenders (as defined in the First Amendment).”

(ii) The definition of “Materially Adverse Amendment” is amended and restated in its entirety as follows:

““ Materially Adverse Amendment ” means a modification, amendment or waiver to or of the terms or conditions of the Scheme or Takeover Offer (as the case may be) compared to the terms and conditions that were included in the Original Press Release as amended or superseded by the draft of the Press Release or Offer Press Announcement (as the case may be) delivered pursuant to Section 4(d) of the First Amendment that is materially adverse to the interests of the Lenders, it being acknowledged (except as otherwise agreed in writing by the Arrangers) that a change to the consideration (other than to the extent the consideration consists of cash (in an amount per Target Share not greater than the amount already offered), common stock of the Parent Guarantor or a combination of the two) for the Target Shares would be materially adverse to the Lenders, but that a waiver of a pre-condition which then becomes a condition to be satisfied in connection with the Target Acquisition would not be materially adverse to the interests of the Lenders, and provided that any modification, amendment or waiver required pursuant to the City Code or by a court of competent jurisdiction or the Panel shall not be a Materially Adverse Amendment.”

(iii) The definition of “Offer Documents” is amended and restated in its entirety as follows:

““ Offer Documents ” means the Takeover Offer Document, the Original Press Release and the Offer Press Announcement.”

(iv) The definition of “Original Press Release” is amended and restated in its entirety as follows:

““ Original Press Release ” means the announcement made on December 15, 2016 by the Parent Guarantor and the Target pursuant to Rule 2.7 of the City Code.”

(v) The definition of “Press Release” is amended and restated in its entirety as follows:

““ Press Release ” means a press announcement released by or on behalf of the Borrower announcing a revision to the terms of the Target Acquisition to be effected by a Scheme and setting out the terms and conditions of such revision.”

(vi) The definition of “Scheme Documents” is amended and restated in its entirety as follows:

““ Scheme Documents ” means, collectively, (a) the Scheme Circular, (b) the Original Press Release, (c) the Press Release, (d) the Scheme Resolutions and (e) any other document issued by or on behalf of Target to its shareholders in respect of the Scheme and any other document designated as a “Scheme Document” by the Designated Agent and the Parent Guarantor, the Borrower or any Acquisition Co (if any).”

(vii) The definition of “Tranche 1 Commitment” is amended and restated in its entirety as follows:

““ Tranche 1 Commitment ” means, as to any Lender, the commitment of such Lender to make an Advance pursuant to Section 2.01, as such commitment may be reduced from time to time pursuant to the terms hereof. The initial amount of each Lender’s Tranche 1 Commitment is (a) the amount set forth in the column labeled “Tranche 1 Commitment” opposite such Lender’s name on Schedule I hereto and (b) the amount set forth in the column labeled “Additional Tranche 1 Commitment” opposite such Lender’s name on Schedule I to the First Amendment or, in either case, (c) if such Lender has entered into any Assignment and Assumption, the amount set forth for such Lender in the Register maintained by the Designated Agent pursuant to Section 9.07(c), as such amount may be reduced pursuant to Section 2.04. As of the First Amendment Effective Date, the aggregate amount of the Tranche 1 Commitments is £10,825,000,000.”

(b) Additional Definitions. The following definitions shall be inserted in alphabetical order in Section 1.01 of the Credit Agreement:

“ Additional Tranche 1 Commitments ” has the meaning set forth in the First Amendment, which, following the First Amendment Effective Date, shall constitute Tranche 1 Commitments hereunder.

“ Beneficial Ownership Certification ” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“ Beneficial Ownership Regulation ” means 31 C.F.R. § 1010.230.

“ First Amendment ” means that certain First Amendment to Bridge Credit Agreement, dated as of July 11, 2018, by and among the Parent Guarantor, the Borrower, the Additional Lenders (as defined therein) party thereto, the other Lenders party thereto and the Designated Agent.

“ First Amendment Effective Date ” means the “First Amendment Effective Date” under and as defined in the First Amendment, which occurred on July 11, 2018.

(i) Clause (a) of Section 2.03 of the Credit Agreement is amended to add the following phrase at the end thereof “ provided , further , however , that Commitment Fees in respect of the Additional Tranche 1 Commitments shall begin to accrue on the First Amendment Effective Date”.

(ii) Clause (b)(ii) of Section 3.02 of the Credit Agreement is amended by deleting the words “Press Release” and substituting by the following words “Original Press Release as amended or superseded by the Press Release”.

(iii) Clause (c)(ii) of Section 3.02 of the Credit Agreement is amended by deleting the words “Offer Press Announcement” and substituting by the following words “Original Press Release as amended or superseded by the Offer Press Announcement”.

(iv) Clause (o) of Section 4.01 of the Credit Agreement is amended by adding the following phrase after the words “Press Release”: “, the Original Press Release”.

(v) Clause (i)(vi) of Section 5.01 of the Credit Agreement is amended and restated in its entirety as follows:

“ KYC Information . Promptly following any request therefor, information and documentation reasonably requested by the Designated Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws.”

(vi) Clause (k)(i) of Section 5.01 of the Credit Agreement is amended and restated in its entirety as follows:

“(i) Issue a Press Release or, as the case may be, an Offer Press Announcement (in the form delivered to the Designated Agent pursuant to Section 4(d) of the First Amendment, subject to such amendments as are not Materially Adverse Amendments or have been approved by the Arrangers in writing acting reasonably (such approval not to be unreasonably withheld, delayed or conditioned)) within 2 Business Days of the First Amendment Effective Date.”

(vii) Clause (k)(iv) of Section 5.01 of the Credit Agreement is amended and restated in its entirety as follows:

“(iv) Except as consented to by the Arrangers in writing (such consent not to be unreasonably withheld, delayed or conditioned) and save to the extent that following the issue of a Press Release or an Offer Press Announcement the Parent Guarantor, the Borrower or any Acquisition Co elects to proceed with the Target Acquisition by way of Takeover Offer or Scheme respectively, ensure that (i) if the Target Acquisition is effected by way of a Scheme, the Scheme Circular corresponds in all material respects to the terms and conditions of the Scheme as contained in the Original Press Release as amended or superseded by the Press Release to which it relates or (ii) if the Target Acquisition is effected by way of a Takeover Offer, the Takeover Offer Document corresponds in all material respects to the terms and conditions of the Takeover Offer as contained in the Original Press Release as amended or superseded by the corresponding Offer Press Announcement, subject in the case of a Scheme to any variation required by the Court and in either such case to any variations which are not Materially Adverse Amendments.”

Section 3. Additional Tranche 1 Commitments .

(a) Subject to the satisfaction of the conditions set forth in Section 4 hereof, each Additional Lender hereby acknowledges and agrees that it has an Additional Tranche 1 Commitment in the amount set forth next to its name on Schedule I attached hereto and agrees to make its pro rata share of any Advances to the Borrower in accordance with the terms and conditions of the Credit Agreement as amended hereby.

(b) On the First Amendment Effective Date, (i) each Additional Tranche 1 Commitment shall be deemed for all purposes a Tranche 1 Commitment and (ii) each Additional Lender shall be a Lender with respect to each Additional Tranche 1 Commitment and all matters relating thereto.

Section 4. Conditions to Effectiveness . This Amendment shall become effective on the date on which each of the following conditions is satisfied (the “ First Amendment Effective Date ”):

(a) Executed Amendment . The Designated Agent shall have received one or more counterparts of this Amendment duly executed by (i) each Loan Party, (ii) the Lenders constituting Required Lenders and (iii) each Additional Lender.

(b) Fees and Expenses . The First Amendment Arrangers and the Designated Agent shall have received (or other arrangements acceptable to the First Amendment Arrangers and the Designated Agent shall have been made for) payment of all fees and expenses then due and payable on or prior to the First Amendment Effective Date including those set forth in the Supplemental Fee and Syndication Letter, dated as of the date hereof, by and among the Borrower and the First Amendment Arrangers (including all reasonable attorney costs of the First Amendment Arrangers and Designated Agent), subject in the case of any expenses to be paid to the Borrower receiving an invoice with respect thereto.

(c) Closing Deliverables . The Designated Agent shall have received on or before the First Amendment Effective Date, each dated on or about such date:

(i) Certified copies of (A) the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of each Loan Party, certified as of a recent date by the Secretary of State (or comparable authority) of its jurisdiction of organization or formation including a certification that the same has not been amended since the date of such certification, (B) the bylaws, operating agreement or similar governing document of each Loan Party, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate and (C) the resolutions or similar authorizing documentation of the governing bodies of each Loan Party authorizing the incurrence of the Additional Tranche 1 Commitments and such Person to enter into and perform its obligations under the Loan Documents to which it is a party;

(ii) A good standing certificate or similar certificate dated a date reasonably close to the First Amendment Effective Date from the jurisdiction of organization or formation of each Loan Party, but only where such concept is applicable;

(iii) A certificate of a Responsible Officer of each Loan Party certifying the names and true signatures of the Responsible Officers of such Loan Party authorized to execute and deliver this Amendment and the other documents to be delivered by it hereunder; and

(iv) A favorable opinion of Simpson Thacher & Bartlett LLP, counsel for the Loan Parties, in form and substance reasonably satisfactory to the Designated Agent.

(d) Press Release . The First Amendment Arrangers shall have received a copy, certified by the Borrower, of a revised draft of the Press Release or Offer Press Announcement (as applicable, depending upon whether it is proposed to effect the Target Acquisition by way of a Scheme or Takeover Offer) in the form in which it is proposed to be issued, in each case, in form and substance reasonably satisfactory to the First Amendment Arrangers; provided , that the draft provided to the First Amendment Arrangers as of the date hereof and prior to the occurrence of the First Amendment Effective Date is satisfactory.

The Designated Agent and Lenders, as applicable, hereby irrevocably confirm that the above conditions have been satisfied and the First Amendment Effective Date has occurred as of the date hereof.

Section 5. Representations and Warranties . To induce the Lenders to enter into this Amendment, each Loan Party represents and warrants to the Designated Agent and Lenders that, as of the First Amendment Effective Date:

(a) The execution, delivery and performance by each Loan Party of this Amendment are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, and do not (i) contravene such Loan Party’s Constitutive Documents, (ii) violate any material applicable law or contractual restriction binding on or affecting any Loan Party, any of its Subsidiaries or any of their properties or (iii) result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

(b) All authorizations or approvals and other actions by, and all notices to and filings with, any governmental authority or regulatory body or any other third party that are required to be obtained or made by the Loan Parties for the due execution, delivery, recordation, filing or performance by any Loan Party of this Amendment.

(c) This Amendment has been duly executed and delivered by each Loan Party party hereto. This Amendment is the legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms.

(d) Immediately prior to and after giving effect to the terms, conditions, and provisions of this Amendment, no Default or Event of Default exists.

(e) The representations and warranties contained in Section 4.01 of the Credit Agreement are true and correct in all material respects (except for representations and warranties qualified as to materiality and Material Adverse Effect, which shall be true and correct in all respects) on and as of such date, before and after giving effect to this Amendment, as though made on and as of the First Amendment Effective Date (except to the extent any such representation or warranty specifically relates to an earlier date in which case such representation and warranty shall be accurate in all material respects as of such earlier date).

Section 6. Miscellaneous .

(a) Confirmation of Loan Documents . Each Loan Party hereby covenants and agrees that, except as expressly amended and/or modified by this Amendment, all of the terms, conditions, and provisions of the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. Each Loan Party hereby acknowledges and agrees that, after giving effect to this Amendment, all of its respective obligations and liabilities under the Loan Documents to which it is a party, as such obligations and liabilities have been amended by this Amendment, are reaffirmed, and remain in full force and effect. After giving effect to this Amendment, each Loan Party reaffirms its guaranty of the Guaranteed Obligation, which Guaranteed Obligations shall continue in full force and effect during the term of the Credit Agreement (after giving effect to this Amendment), in each case, on and subject to the terms and conditions set forth in the Credit Agreement (as amended by this Amendment) and the other Loan Documents. The Credit Agreement, together with this Amendment, shall

be read and construed as a single agreement. All references in the Loan Documents to the Credit Agreement or any other Loan Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended hereby. On and after the date hereof, this Amendment shall for all purposes constitute a “Loan Document”. Each reference to a “Commitment” shall be deemed to include the Additional Tranche 1 Commitments hereunder and all other related terms will have the correlative meanings mutatis mutandis .

(b) Limitation of this Amendment . The amendments set forth herein are effective solely for the purposes set forth herein and shall be limited precisely as written. Except as otherwise set forth herein, nothing contained herein and no actions taken pursuant to the terms hereof are intended to constitute a novation of the Credit Agreement, or any waiver of the terms, conditions, or provisions of the Credit Agreement and/or any of the other Loan Documents and do not constitute a release, termination or waiver of any of the rights and/or remedies granted to the Lenders and/or the Designated Agent under the Loan Documents. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereof” and words of like import and each reference in the Credit Agreement and the Loan Documents to the Credit Agreement shall mean and refer to the Credit Agreement as amended hereby.

(c) Captions . Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

(d) Successors and Assigns . This Amendment shall be binding upon and shall inure to the sole benefit of the Borrower, the Parent Guarantor, the Designated Agent and the Lenders and their respective successors and assigns.

(e) References . Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment unless the context shall otherwise require.

(f) Miscellaneous . This Amendment shall be subject to the following Sections of the Credit Agreement, as if set forth herein in their entirety: Sections 9.08 , 9.09 , 9.10 , 9.11 , 9.17 and 9.18 .

[ Signature Pages Follow ]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.


21ST CENTURY FOX AMERICA, INC.,
	as Borrower

By:	/s/ Janet Nova
	Name:	Janet Nova
	Title:	Executive Vice President and Deputy General Counsel

TWENTY-FIRST CENTURY FOX, INC.,
	as Parent Guarantor

By:	/s/ Janet Nova
	Name:	Janet Nova
	Title:	Executive Vice President and Deputy Group General Counsel